Content Licensing Terms & Conditions

THESE TERMS AND CONDITIONS SHALL APPLY IN PLACE
OF AND TO THE EXCLUSION OF ANY TERMS AND CONDITIONS CONTAINED OR REFERRED
TO IN ANY ORDER OR CORRESPONDENCE FROM YOU OR ELSEWHERE OR IMPLIED BY
TRADE PRACTICE OR COURSE OF DEALING. WHEN YOU RECEIVE MATERIAL FROM US
AT YOUR REQUEST, OR BY YOUR ACTION OF DOWNLOADING SUCH MATERIAL, AND/OR
YOU REQUEST A LICENCE TO REPRODUCE MATERIAL, YOU WILL IMMEDIATELY BE DEEMED
TO HAVE ACCEPTED, AND WILL BE BOUND BY, THESE TERMS AND CONDITIONS. THESE
TERMS AND CONDITIONS MAY BE UPDATED FROM TIME TO TIME.

1. Introduction

1.1 These terms and conditions apply (a) to any transmission, transfer
or delivery to you, by whatever means (including by means of download
from a website), of any Material (a "Supply"), (b) to the
subsequent use of such Material by you in deciding whether you wish
to Reproduce any such Material and (c) to any order by you in respect
of any Material, to any Licence that we may grant you, in our absolute
discretion, following any such order and to any use of any Material
under any such Licence.

2.1 You are supplied with Material at your request by way of loan only
and solely for the purpose of deciding whether you wish to Reproduce
any such Material and you may not make any other use whatsoever of the
Material. Unless we direct you to the contrary, you may store Material
supplied to you by us provided that such storage is strictly in accordance
with these terms and conditions and you should note, in particular,
Clauses 5.1(g), 5.1(h) and 5.1(i). Unless otherwise agreed, we will
charge you a non-refundable service fee to cover our administrative
costs and cost of despatch of Material to you each time you request
Material from us or download Material (whether or not you subsequently
choose to request a Licence). Payment of any such fee does not in any
way guarantee that we will subsequently grant you a Licence.

2.2 You do not at any stage acquire any Intellectual Property Rights
in any Material or any other right, title or interest in any Material,
except any granted specifically to you by a Licence.

2.3 Possession by you of any Material does not constitute consent by
us for you to Reproduce any of it and you may not Reproduce any Material
unless and until a Licence is granted to you.

2.4 "Intellectual Property Rights "means copyrights, patents,
trademarks, service marks or business names, registered designs, design
rights, utility models, titles, logos, topography rights, applications
to register any of the aforementioned rights, trade secrets and know-how
and any other intellectual or industrial property rights of any nature
whatsoever in any part of the world.

2.5 All Material will be deemed to have been delivered to you (by whatever
means used for this purpose) complete and in good condition, unless
you notify us to the contrary within 24 hours after receipt.

2.6 If Material is delivered to you by ftp or http download requiring
you to be issued by us with a username(s) and password(s), you agree
and undertake to be solely responsible for the security and proper use
of such username(s) and password(s) and you further agree and undertake
to take all reasonable steps to ensure that any such username(s) and
password(s) is/are kept confidential, secure, used properly and not
disclosed to or used by any third party without our prior written consent.
In particular, you agree that each username and password is for the
exclusive use of a named individual who is duly authorised by you for
such purpose and no username or password supplied by us to you will
be used by any other individual to access our ftp or http download site
and you will, if additional usernames and passwords are required for
operational reasons, make a written request to us for their provision.
Usernames and passwords supplied pursuant to this Clause 2.6 may only
be used in connection with the performance of any agreement between
us which is governed by these terms and conditions, and those of any
"Licence of Use", and in particular you will not store any
Material in your systems except in accordance with Clause 2.1.

3. Order and Possible Licence

3.1 You agree that you will promptly (and in any event no later than
21 days after the date of Supply of Material to you) give us reasonably
complete and accurate details of any intended use of such Material and,
if you so require, submit a request for a Licence to us.

3.2 When we receive such a request, we may (but are not obliged in
any way to) grant you a Licence. If we agree to grant you a Licence,
we will submit to you a document entitled "Licence of Use"
which will require you to pay us an agreed fee for such Licence upon
its terms.

3.3 If we grant you a Licence in respect of any Material, such Licence
will be, for the avoidance of doubt, subject to these terms and conditions
and any other terms and conditions set out in the "Licence of Use"
and will grant, unless otherwise specified, non-exclusive rights for
a specified single use, over a specified period of time (if applicable),
in a specified territory or territories. The Licence will be personal
to you and not assignable or capable of sub-licence (unless otherwise
agreed). The Licence will not confer on you any right to Reproduce the
Material in question again or re-use it or to have a further or new
Licence granted to you by us.

3.4 All our fees and charges are net of any applicable duties, taxes
or imposts (including, but not limited to, any export or import duties
and value added tax), all of which shall be payable by you, and shall
be paid in full without any set-off, deduction or withholding whatsoever.

3.5 If you are overdue with any payment then, without prejudice to
any other right or remedy we may have, you will pay interest on the
overdue amount at the annual rate of four (4) percentage points above
the prevailing base rate of Barclays Bank plc, which will accrue on
a daily basis from the date payment became overdue until we have received
payment in full of the overdue amount, together with the interest that
has accrued.

4. Permission to Reproduce

You agree and acknowledge that any Reproduction of Material by you
before we grant the Licence to you, and/or if you fail to pay our invoice
in full in accordance with its terms, and/or if you do not Reproduce
Material strictly in accordance with these terms and conditions and
those in any "Licence of Use", is an infringement of our rights
(including a breach of copyright) and a breach of contract which entitles
us, amongst other things, to claim damages from you and terminate our
contractual arrangements with you.

5. Your Responsibilities

5.1 You warrant and undertake to us that:-

a) you will duly assess the need to obtain (and, where necessary, obtain)
any additional releases, licences, authorisations, permits or consents
for your intended use of Material;

b) unless otherwise directed by us, you will ensure that all Reproduced
Material is credited, in a prominent position, as is required or indicated
thereon, or on the relevant "Licence to Use", or, in the absence
of any such requirement or indication, with the Credit and, if you fail
to do this, you will pay us immediately an additional 100% of the fee
invoiced to you in respect of the Licence;

c) immediately upon Reproduction of the Material, you will provide
us (if applicable) with one complimentary copy of the publication in
which the Reproduction appears, specifying the page or pages on which
the Reproduced Material appears, or alternatively provide such details
as we may reasonably need to access the medium on which the Reproduction
is to occur (if the material is on a website, you must provide a URL
to that site, together with any password(s));

d) you will not in any way alter, modify, delete from, add to or adapt
the Material, create digital files from it (unless specifically authorised
by us), or treat the Material in any manner which is, or may be, damaging
to our interests or use the Material in any way that may be deemed defamatory
or obscene, or for any party political purposes whatsoever;

e) any publication right (as defined in the Copyright and Related Rights
Regulations 1996) arising from your use of any Material will vest in
us and you will do all that is necessary, and procure that any third
parties in whom any such rights may vest do all that is necessary, to
vest all such rights in us on our request;

f) where you have been authorised by us to create or store digital
files from any of the Material, each such image will be recorded and
labelled with our image reference number and our copyright credit information
as an integral part of the image file and held on an electronic database
owned or leased by you and under your sole control;

g) any digital images, and any copies or records of such images, held
by you on a database, and any hard copy Material held by you, will be
subject at all times to these terms and conditions and those in the
applicable "Licence to Use"

(notwithstanding expiry thereof) and will be destroyed (or returned
to us, at your expense, as the case may be) by you either at the end
of the period of use specified in the applicable "Licence to Use"
or upon request by us;

h) you will store hard-copy Material only in an archive or other storage
medium, access to which is private and restricted to those of your employees
who require it for purposes permitted under these terms and conditions,
or those of any applicable "Licence of Use", and you will
promptly, and in any event within 24 hours of receiving any such request,
comply with any request by us for return or destruction of any Material,
or its removal from any archive or other storage medium;

i) you will indemnify and keep us fully and effectively indemnified
against all costs, claims, damages, expenses, losses and liabilities
of whatsoever nature arising out of or in connection with your use and
Reproduction of the Material and any breach of these terms and conditions,
or those of any "Licence to Use", by you and, if any third
party Reproduces any Material which is the subject of a loan or Licence
to you as a result of an act or omission by you, you will, without prejudice,
pay us all the fees which that third party would be liable to pay to
us had it borrowed and Reproduced such Material under these terms and
conditions;

j) you will keep the fees and charges for which you are liable under
these terms and conditions and any "Licence of Use", and any
terms and conditions relating to your use and storage of Material which
are specific to you (including, but not limited to, details of any discount
arrangements with us) confidential at all times and will not disclose
any such information to any third party (save to your auditors or other
professional advisers) without our prior written consent; and

k) any Licence to you does not constitute or imply any endorsement
or sponsorship of any product, service, campaign or organisation.

6. Warranty

6.1 We warrant to you that we have the right to grant permission to
Reproduce in a Licence. We do not warrant the accuracy of any description
of Material given to you or the identification of the subjects or persons
appearing in it, nor do we make any claim or warranty in respect of
your use of content, text, names, people, trademarks or other Intellectual
Property Rights or proprietary rights, including moral rights, or as
to the existence or non-existence or validity of model or other releases
in respect of any Material or as to whether there are, or are not, any
other statutory or contractual restrictions in respect of any Material
or its use or Reproduction.

6.2 THESE TERMS AND CONDITIONS SET OUT THE FULL EXTENT OF OUR OBLIGATIONS
AND LIABILITIES IN RESPECT OF SUPPLY OF MATERIAL AND LICENSING RIGHTS
THERETO. IN PARTICULAR, THERE ARE NO TERMS AS TO SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND WHATSOEVER EXCEPT
AS SPECIFICALLY STATED IN THESE TERMS AND CONDITIONS. ANY CONDITION
OR OTHER TERM IN RESPECT OF THE MATERIAL WHICH MIGHT OTHERWISE BE IMPLIED
INTO OR INCORPORATED INTO A CONTRACT OR ANY COLLATERAL CONTRACT, WHETHER
BY STATUTE, COMMON LAW OR OTHERWISE, IS HEREBY EXCLUDED TO THE FULLEST
EXTENT PERMISSIBLE AT LAW, EXCEPT IN RESPECT OF INJURY TO OR DEATH OF
ANY PERSON. WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF
PROFITS, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, DATA, GOODWILL
AND REVENUE OR OTHER INDIRECT OR CONSEQUENTIAL LOSS, WHETHER ARISING
FROM THE USE OR REPRODUCTION OF ANY MATERIAL OR ITS CAPTION, BREACH
OF CONTRACT OR HOWSOEVER, AND OUR MAXIMUM LIABILITY TO YOU FOR ANY LOSS
OR DAMAGE ARISING OUT OF THESE TERMS AND CONDITIONS, ANY LICENCE AND
YOUR USE OR REPRODUCTION OF THE MATERIAL (EXCEPT IN RESPECT OF INJURY
TO OR DEATH OF ANY PERSON) IS LIMITED TO THE AMOUNT OF ANY FEE PAID
BY YOU IN RESPECT OF THE LICENCE.

6.3 We do not grant you, in any Licence, any rights in respect of use
of names, trade or service marks, logos, mastheads, newspaper titles
(including The Times' title and masthead containing the Royal Coat of
Arms) or likenesses contained or depicted in any Material and you may
not use any logos, mastheads or trade or service marks for any purpose.

7. Cancellation and Termination

7.1 If you wish to cancel a Licence after a fee has been agreed and
an invoice submitted to you, you must request this in writing, any cancellation
is at our entire discretion and will be upon payment of a cancellation
fee.

7.2 We may terminate a Licence at any time by written notice to you:

a) if you commit a breach of these terms and conditions or any other
relevant terms and conditions contained in the relevant "Licence
of Use" or elsewhere which, if it is capable of remedy, you fail
to remedy within 7 days of receiving written notice requiring you to
do so; or

b) you become insolvent, have an administrator, receiver or manager
appointed over the whole or any part of your assets or business, make
any composition or arrangement with your creditors, take or suffer any
similar action in consequence of debt, or an order or resolution is
made for your winding-up, dissolution or liquidation (other than for
the purpose of solvent re-organisation) or any event occurs in a foreign
jurisdiction analogous to, or comparable with, any of the above.

8. Assignment
You may not transfer, assign or sub-license any or all of your rights
under these terms a nd conditions, or any Licence, without our prior
written consent.

9. Notices
All notices and other communications required or permitted to be served
or given shall be in writing and sent by first class post, courier,
or fax to us at News Syndication, 1 London Bridge Street, London SE1 9GFY, UK,
Phone +44 20 7711 7888, Fax +44 20 7782 5353 or to you using the contact
details set out on any applicable "Licence of Use" or, in
either case, using such contact details as either of us may notify to
the other from time to time.

10. Cookies
If you visit our website, we may send you a cookie. A cookie is a small
file that can be placed on your computer's hard disc for record-keeping
purposes and we may use them to do a number of things. Cookies help
us to recognise you when you next visit our website and allow us to
tailor the service we provide to your preferences. We may use the services
of a third party for this purpose. Cookies may be used to compile anonymous
statistics related to the take up or use of services, or to patterns
of browsing. A third party may collect such data on our behalf to measure
the performance of our website. Information collected is aggregated
for reporting purposes. No personally identifiable information is collected
by this service. The use of this service assists us in measuring and
improving the structure and ease of use of our website. You are not
obliged to accept cookies and may modify your browser so that it will
not accept cookies. You should go to www.newsprivacy.co.uk for instructions
on how to disable cookies. Please be aware that, if you do so, certain
services on our website may not be available to you.

11. No Waiver
Our failure to exercise or enforce any rights under these terms and
conditions, or under a Licence, shall not be deemed to be a waiver of
such rights at any time or times thereafter.

12. Severability
If any of the provisions of these terms and conditions, or of any "Licence
of Use", are invalid, illegal or unenforceable, that will not affect
the validity, legality and enforceability of the remaining provisions
of these terms and conditions.

13. Law and Jurisdiction
These terms and conditions, and those of any "Licence of Use",
shall be governed by the laws of England and Wales and each of us submits
to the exclusive jurisdiction of the English courts to resolve any disputes
between us.